<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                     For The Quarter Ended December 31, 1998
                     ---------------------------------------
                         Commission File Number 0-19544
                         ------------------------------




                               AUTOCAM CORPORATION



                             A Michigan Corporation
                  I.R.S. Employer Identification No. 38-2790152
                4070 East Paris Avenue, Kentwood, Michigan 49512
                            Telephone: (616) 698-0707


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.


                           Yes [X]                No [ ]


The number of Common Shares outstanding at February 8, 1999 was 6,306,624.



                                     1 of 21


<PAGE>   2



                                      INDEX





<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                  PAGE NO.
                                                                                --------
<S>           <C>                                                               <C>
Item 1.       Financial Statements

              Consolidated Balance Sheets as of December 31 and
                  June 30, 1998                                                     4

              Consolidated Statements of Operations and Comprehensive
                  Income for the Three and Six Months Ended December 31,
                  1998 and 1997                                                     5

              Consolidated Statements of Cash Flows for the Six Months
                  Ended December 31, 1998 and 1997                                  6

              Notes to Consolidated Financial Statements                         7 - 12

Item 2.       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                            13 - 20


PART II - OTHER INFORMATION

Item 1.       Legal Proceedings - None.

Item 2.       Changes in Securities - None.

Item 3.       Default Upon Senior Securities - None.

Item 4.       Submission of Matters to a Vote of Security Holders - None.

Item 5.       Other Information - None.
</TABLE>




                                       2
<PAGE>   3


                                INDEX - CONCLUDED



Item 6.       Exhibits and Reports on Form 8-K:

              Exhibit 10.1 - Second Amended and Restated Revolving Credit and
              Term Note Agreement, dated November 12, 1998, between Comerica
              Bank, as agent, and the Registrant.

              Exhibit 27 - Financial Data Schedule

              Report on Form 8-K - The Company filed a Report on Form 8-K, dated
              October 2, 1998 and amended on December 16, 1998, to report the
              acquisition of the rights to all the outstanding common shares of
              Compagnie Financiere du Leman SA ("CFL"), a French holding
              corporation, which owns all of the equity interest of Frank &
              Pignard SA, a French corporation, as required under Item 2 of Form
              8-K. The following financial statement information was filed in
              connection therewith:

              Consolidated Balance Sheets of CFL as of September 30, 1998
                  (unaudited) and December 31, 1997, 1996 and 1995

              Consolidated Statements of Operations of CFL for the Nine Months
                  Ended September 30, 1998 (unaudited) and the Years Ended
                  December 31, 1997, 1996 and 1995

              Consolidated Statements of Cash Flows of CFL for the Nine Months
                  Ended September 30, 1998 (unaudited) and the Years Ended
                  December 31, 1997, 1996 and 1995

              Notes to the Consolidated Financial Statements of CFL

              Pro Forma Combining Financial Information:

                  Description of Pro Forma Combining Financial Information

                  Pro Forma Combining Balance Sheet as of September 30, 1998

                  Pro Forma Combining Statements of Operations for the three
                      months ended September 30, 1998 and for the year ended
                      June 30, 1998.

                  Notes to Pro Forma Combining Financial Information




                                       3
<PAGE>   4
                               AUTOCAM CORPORATION
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                               DECEMBER 31, 1998
In thousands, except share data                                                   (UNAUDITED)       JUNE 30, 1998
                                                                               -----------------    -------------
<S>                                                                               <C>               <C>         
Assets

Current assets:
Cash and equivalents                                                              $      3,244      $      1,644
Accounts receivable                                                                     48,869            11,680
Inventories                                                                             17,351             6,389
Prepaid expenses and other current assets                                                2,314             1,088
                                                                                  ------------      ------------
Total current assets                                                                    71,778            20,801

Property, plant and equipment, net                                                     136,644            64,421
Restricted cash and equivalents                                                          4,278             5,008
Goodwill and other intangible assets, net                                               29,346            14,366
Other long-term assets                                                                  11,982             8,853
                                                                                  ------------      ------------
Total assets                                                                      $    254,028      $    113,449
                                                                                  ============      ============

Liabilities and Shareholders' Equity

Current liabilities:
Current maturities of long-term obligations                                       $      1,659      $      6,554
Accounts payable                                                                        30,033             7,831
Accrued liabilities:
     Compensation, related benefits and withholdings                                    10,073             1,956
     Other                                                                               2,826             1,334
                                                                                  ------------      ------------
Total current liabilities                                                               44,591            17,675

Long-term obligations, net of current maturities                                       127,820            37,851
Deferred taxes                                                                          27,392            10,051
Deferred credits and other                                                               6,171               561
Minority interest                                                                        2,605             2,250

Shareholders' equity:
Preferred stock - 200,000 shares authorized; no shares
     issued or outstanding
Common stock - 10,000,000 shares authorized; 6,305,062 and 6,102,568 shares
     issued and outstanding as of December 31 and June 30, 1998, respectively
                                                                                        34,539            31,840
Deferred compensation                                                                     (413)             (491)
Accumulated comprehensive income, including related tax
     benefits                                                                             (407)              (34)
Retained earnings                                                                       11,730            13,746
                                                                                  ------------      ------------
Total shareholders' equity                                                              45,449            45,061
                                                                                  ------------      ------------
Total liabilities and shareholders' equity                                        $    254,028      $    113,449
                                                                                  ============      ============
</TABLE>


See notes to consolidated financial statements.




                                       4
<PAGE>   5

                               AUTOCAM CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                              COMPREHENSIVE INCOME
                                   (unaudited)



<TABLE>
<CAPTION>
                                                     FOR THE THREE MONTHS ENDED          FOR THE SIX MONTHS ENDED
                                                            DECEMBER 31,                      DECEMBER 31,
                                                  ------------------------------      -----------------------------
In thousands, except per share data                   1998              1997              1998             1997
                                                  ------------      ------------      ------------     ------------
<S>                                               <C>               <C>               <C>              <C>         
Sales                                             $     54,405      $     21,795      $     78,424     $     39,224
Cost of sales                                           45,727            16,480            66,306           30,500
                                                  ------------      ------------      ------------     ------------
Gross profit                                             8,678             5,315            12,118            8,724
Selling, general and administrative                      2,678             1,376             4,472            2,424
                                                  ------------      ------------      ------------     ------------
Income from operations                                   6,000             3,939             7,646            6,300
Interest and other expense, net                          2,304               647             3,094            1,255
Minority interest in net income                            185                                 338
                                                  ------------      ------------      ------------     ------------
Income before tax provision                              3,511             3,292             4,214            5,045
Tax provision                                            1,412             1,188             1,938            1,806
                                                  ------------      ------------      ------------     ------------
NET INCOME                                        $      2,099      $      2,104      $      2,276     $      3,239
                                                  ============      ============      ============     ============
BASIC NET INCOME PER SHARE                        $        .33      $        .33      $        .36     $        .51
                                                  ============      ============      ============     ============
DILUTED NET INCOME PER SHARE                      $        .32      $        .32      $        .35     $        .50
                                                  ============      ============      ============     ============
Basic weighted average shares outstanding                6,352             6,325             6,383            6,315
Diluted weighted average shares outstanding              6,553             6,517             6,585            6,490
Dividends declared per share                      $        .04      $        .02      $        .06     $        .04

Statements of Comprehensive Income:

Net income                                        $      2,099      $      2,104      $      2,276     $      3,239
Other comprehensive income:
     Foreign currency translation adjustments             (113)                               (373)
     Tax benefit                                            40                                 131
                                                  ------------                        ------------
Other comprehensive income, net                            (73)                               (242)
                                                  ------------      ------------      ------------     ------------
Comprehensive income                              $      2,026      $      2,104      $      2,034     $      3,239
                                                  ============      ============      ============     ============
</TABLE>


See notes to consolidated financial statements.



                                       5
<PAGE>   6

                               AUTOCAM CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  FOR THE SIX MONTHS ENDED
                                                                       DECEMBER 31,
                                                               ----------------------------
In thousands                                                      1998             1997
                                                               -----------      -----------
<S>                                                            <C>              <C>        
Cash Flows from Operating Activities:
Cash received from customers                                   $    71,145      $    37,289
Cash paid to suppliers and employees                               (60,060)         (26,873)
Income taxes paid                                                     (264)            (130)
Interest paid                                                       (3,271)          (1,352)
                                                               -----------      -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                            7,550            8,934
                                                               -----------      -----------

Cash Flows from Investing Activities:
Capital expenditures and deposits on equipment                     (13,688)          (6,797)
Proceeds from sale of equipment                                        172              227
Acquisitions, net of cash received                                 (53,907)          (1,222)
Payment of life insurance premiums and other                          (272)            (274)
                                                               -----------      -----------
NET CASH USED IN INVESTING ACTIVITIES                              (67,695)          (8,066)
                                                               -----------      -----------

Cash Flows from Financing Activities:
Borrowings under (repayments on) lines of credit, net               14,508             (634)
Proceeds from issuance of long-term obligations                     73,466            9,625
Principal payments of long-term obligations                        (24,048)          (2,972)
Decrease (increase) in restricted cash and equivalents                 730           (8,921)
Debt issue costs                                                    (1,460)            (181)
Cash dividends paid                                                   (246)            (231)
Repurchase of common shares                                         (1,438)
Capital contribution from minority shareholder                         147
Proceeds from exercise of employee stock options and other              91              202
                                                               -----------      -----------
Net cash provided by (used in) financing activities                 61,750           (3,112)
                                                               -----------      -----------
Effect of exchange rate changes on cash and equivalents                 (5)
                                                               -----------      -----------
Net increase (decrease) in cash and equivalents                      1,600           (2,244)
Cash and equivalents at beginning of period                          1,644            2,510
                                                               -----------      -----------
Cash and equivalents at end of period                          $     3,244      $       266
                                                               ===========      ===========
</TABLE>


See notes to consolidated financial statements.



                                       6
<PAGE>   7


                               AUTOCAM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1998



1.   BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements (the
"Financial Statements") of Autocam Corporation and its subsidiaries (together,
the "Company") have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, the Financial Statements do not
include all the information and footnotes normally included in the annual
consolidated financial statements prepared in accordance with generally accepted
accounting principles. All significant intercompany accounts and transactions
have been eliminated in consolidation.

In the opinion of management, the Financial Statements reflect all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
such information in accordance with generally accepted accounting principles.
These Financial Statements should be read in conjunction with the financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1998.

Weighted average shares outstanding and earnings per share for the three and six
months ended December 31, 1997 have been restated to give effect to a 5% share
dividend declared on October 28, 1998 and paid on November 16, 1998 to
shareholders of record on November 2, 1998.


Reclassifications - Certain reclassifications have been made to the Balance
Sheet as of June 30, 1998 and to the Statements of Operations and Comprehensive
Income for the three and six months ended December 31, 1997 in order to conform
to fiscal 1999 presentations.


2.   BUSINESS COMBINATION

Effective October 1, 1998, the Company, through its wholly-owned subsidiary,
Autocam France SARL ("AF"), a French limited liability company, acquired the
rights to all the outstanding common shares of Compagnie Financiere du Leman SA
("CFL"), a French holding corporation, which owns all of the equity interest of
Frank & Pignard SA, a French corporation ("F&P") for 300 million French Francs
("FF"). The Company has agreed to pay a maximum additional amount of FF60
million based upon the ability of F&P to meet certain predetermined operating
performance goals in 1999.

F&P, located in Cluses, France, is a leading manufacturer of precision-machined
metal components consisting primarily of power steering, diesel fuel injection
and braking system components to leading global automotive manufacturers and
their tier-one suppliers. Through the stock purchase, which was accounted for
under the purchase method of accounting, AF acquired all the operating assets of
F&P, which includes its machinery and equipment and leases of the manufacturing
facilities, and assumed all its liabilities, including $20 million in bank debt.



                                       7
<PAGE>   8



                               AUTOCAM CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1998



2.   BUSINESS COMBINATION - CONCLUDED

The purchase price was financed through a $140 million credit facility with the
Company's primary lending institution, as agent (the "Agreement"), which
includes a $70 million five-year revolving credit facility, a FF281 million ($50
million) five-year acquisition term note used directly to fund the purchase of
F&P, and a FF112 million ($20 million) six-year term note used to refinance
existing F&P debt.

The following unaudited pro forma combining condensed statements of operations
for the six months ended December 31, 1998 and 1997 are based upon the
historical consolidated statements of operations of the Company and the
consolidated statements of operations of CFL for those periods presented, after
giving effect to the acquisition as if such transaction had occurred on July 1,
1997. These pro forma results are based upon assumptions considered appropriate
by management and include adjustments as considered necessary in the
circumstances. Such adjustments include interest expense that would have been
incurred to finance the purchase, less depreciation expense based on the fair
market value of the property and equipment acquired, the amortization of
goodwill arising from the transaction ($18.2 million), and the corresponding tax
effects of the pro forma adjustments. These pro forma results have been prepared
for comparative purposes only and do not purport to be indicative of results
which would have actually been reported had the acquisitions taken place on July
1, 1997 or which may be reported in the future.

<TABLE>
<CAPTION>
                                                        FOR THE SIX MONTHS ENDED
                                                             DECEMBER 31,
In thousands, except per share data                          (UNAUDITED)
                                                      --------------------------
                                                        1998            1997
                                                      ----------      ----------
<S>                                                   <C>             <C>       
Sales                                                 $   98,115      $   77,546
Net income                                                 2,419           4,266
Diluted net income per share                          $      .37      $      .66
</TABLE>

3.   INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                DECEMBER 31, 1998
In thousands                                       (unaudited)      JUNE 30, 1998
                                                -----------------   ------------
<S>                                                <C>              <C>         
Raw materials                                      $      3,256     $      1,510
Production supplies                                       2,871            1,249
Work in-process                                           7,721            2,501
Finished goods                                            3,503            1,129
                                                   ------------     ------------
Total inventories                                  $     17,351     $      6,389
                                                   ============     ============
</TABLE>





                                       8
<PAGE>   9


                               AUTOCAM CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1998



4.   PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                  DECEMBER 31, 1998
In thousands                                        (UNAUDITED)      JUNE 30, 1998
                                                  -----------------   ------------
<S>                                                 <C>               <C>         
Land and improvements                               $      1,904      $      1,769
Buildings and improvements                                 9,770             6,815
Leasehold improvements                                       478               418
Machinery and equipment                                  148,268            73,222
Furniture and fixtures                                     4,776             3,932
Construction in progress                                      43             2,450
                                                    ------------      ------------
Total                                                    165,239            88,606
Accumulated depreciation and amortization                (28,595)          (24,185)
                                                    ------------      ------------
Property, plant and equipment, net                  $    136,644      $     64,421
                                                    ============      ============
</TABLE>

5.   LONG-TERM OBLIGATIONS

Long-term obligations consist of the following (interest rates are as of
December 31, 1998):

<TABLE>
<CAPTION>
                                               DECEMBER 31, 1998
In thousands                                      (UNAUDITED)       JUNE 30, 1998
                                               -----------------    -------------
<S>                                               <C>               <C>         
Revolving credit loan with banks, 5.32-7.625%     $     47,162      $      7,001
Acquisition term note with banks, 7.07%                 50,263
Term note with banks, 3.82%                             20,007            22,051
Industrial Revenue Bonds, 4.2%                           8,615             9,000
Note payable to Propart Corporation, 12%                 1,551             4,320
Lines of credit and other                                1,881             2,033
                                                  ------------      ------------
Total                                                  129,479            44,405
Current maturities                                      (1,659)           (6,554)
                                                  ------------      ------------
Long-term                                         $    127,820      $     37,851
                                                  ============      ============
</TABLE>

In connection with the Agreement, all of the Company's existing debt due its
primary lending institution was refinanced using a $70 million revolving credit
facility. There are no principal obligations due under the Agreement for more
than one year. Interest is due monthly on all facilities under the Agreement at
variable interest rates. The Agreement includes certain covenants requiring the
Company to maintain minimum levels of tangible net worth and prohibits the
Company from exceeding certain leverage ratios.




                                       9
<PAGE>   10

                               AUTOCAM CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1998


6.   INCOME TAXES

Income taxes as a percentage of income before tax provision and minority
interest were 38.2% and 36.1% for the three months ended December 31, 1998 and
1997, respectively, and 42.6% and 35.8% for the six months ended December 31,
1998 and 1997, respectively. The effective tax rates for the fiscal 1999 periods
presented exceeded the U.S. Federal statutory rate due in part France's higher
Federal statutory rate of 41.67%. Additionally, the effective tax rate for the
six months ended December 31, 1998 was higher than the statutory rate due to the
recognition of $265,000 in Federal income tax expense caused by the dissolution
of the Company's interest-charge Domestic International Sales Corporation.

7.   SUBSEQUENT EVENT

In January 1999, the Brazilian government permitted its currency to trade freely
against the U.S. Dollar, resulting in a significant devaluation of the Real
versus the U.S. Dollar. Between November 30, 1998 (Autocam do Brasil's fiscal
quarter end) and February 8, 1999, the total devaluation was 59%. Since the
Brazilian economy is not considered to be hyperinflationary (as defined by U.S.
generally accepted accounting principles), the Company expects no materially
negative impact on its future earnings; however, the devaluation will impair the
book value of net assets employed by Autocam do Brasil and it will negatively
impact comprehensive income. If the Brazilian economy were to lapse into a
hyperinflationary cycle, a material weakening of the Real versus the U.S. Dollar
could have an impact on the earnings of the Company.

8.   STOCK-BASED COMPENSATION

The Company has reserved 826,875 common shares for issuance to employees under
the 1991 Incentive Stock Option Plan (the "Plan"). Options are not exercisable
prior to twelve months from or ten years after the grant date. Options granted
vest at a rate of twenty percent annually over a five-year period. Had the
Company accounted for the Plan based on the fair value of awards at the grant
dates as prescribed by Statement of Financial Accounting Standard No. 123 ("SFAS
123"), "Accounting for Stock-Based Compensation," the Company's net income and
net income per share would have been decreased as indicated below.




                                       10
<PAGE>   11


                               AUTOCAM CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1998



8.   STOCK-BASED COMPENSATION - CONCLUDED

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED           SIX MONTHS ENDED
In thousands of U.S. dollars,          DECEMBER 31,                DECEMBER 31,
except per share data             -----------------------     -----------------------
                                    1998          1997          1998          1997
                                  ---------     ---------     ---------     ---------
<S>                               <C>           <C>           <C>           <C>      
Net income:
    As reported                   $   2,099     $   2,104     $   2,276     $   3,239
    Pro forma                         2,006         2,000         2,090         3,033

Basic net income per share:
    As reported                   $     .33     $     .33     $     .36     $     .51
    Pro forma                           .32           .32           .33           .48

Diluted net income per share:
    As reported                   $     .32     $     .32     $     .35     $     .50
    Pro forma                           .31           .31           .32           .47
</TABLE>

The effects of applying SFAS 123 on a pro forma basis may not be representative
of the effects on reported pro forma net income for future periods as the
estimated compensation costs reflect only options vesting after June 30, 1995.
Under the methodology of SFAS 123, the fair value of the Company's fixed stock
options was estimated at the date of grant using the Black-Scholes
option-pricing model. The multiple option approach was used, with the following
weighted-average assumptions for all periods presented: dividend yield, .48%;
expected volatility, 45.28%; risk-free interest rate, 4%; and, expected life of
options, 10 years.





                                       11
<PAGE>   12


                               AUTOCAM CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                DECEMBER 31, 1998



9.   SUPPLEMENTAL CASH FLOW INFORMATION

The following is a reconciliation of net income to net cash provided by
operating activities and other supplemental cash flow information:

<TABLE>
<CAPTION>
                                                                      FOR THE SIX MONTHS ENDED
                                                                            DECEMBER 31,
In thousands                                                                (UNAUDITED)
                                                                      ------------------------
                                                                        1998           1997
                                                                      ---------      ---------
<S>                                                                   <C>            <C>      
Net income                                                            $   2,276      $   3,239
Adjustments to reconcile net income to net cash provided by
     operating activities:
     Depreciation and amortization                                        6,088          3,539
     Deferred taxes                                                       1,480            589
     Minority interest in net income and other, net                          94
     Changes in assets and liabilities that provided (used) cash:
         Accounts receivable                                             (6,962)        (1,733)
         Inventories                                                     (1,495)           445
         Prepaid expenses and other current assets                         (226)           (75)
         Other long-term assets                                             (88)           207
         Accounts payable                                                 4,202          1,243
         Accrued liabilities                                                913          1,578
         Deferred credits and other                                       1,268            (98)
                                                                      ---------      ---------
Net cash provided by operating activities                             $   7,550      $   8,934
                                                                      =========      =========

Details of F&P acquisition:
Fair value of assets acquired                                         $ 125,647
Cash paid                                                               (52,102)
Professional fees paid                                                   (1,632)
                                                                      ---------
LIABILITIES ASSUMED                                                   $  71,913
                                                                      =========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION - According to terms of the
agreement to acquire a controlling interest in Autocam do Brasil, the final
purchase price could be reduced as a result of a deficiency in earnings before
interest and taxes from an agreed-upon level during the eighteen months ending
June 30, 1999. Based on actual results through November 30, 1998 and forecasted
results for the six months ending May 31, 1999, it was concluded that the
maximum purchase price adjustment will be realized, and therefore, Goodwill and
Long-Term Debt were reduced by $2.5 million during the quarter ended December
31, 1998.



                                       12
<PAGE>   13


                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                DECEMBER 31, 1998



This Quarterly Report on Form 10-Q contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements should be read with the cautionary statements and important factors
included herein. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance and underlying
assumptions and other statements, which are other than statements of historical
facts. Such forward-looking statements may be identified, without limitation, by
the use of the words "anticipates," "estimates," "expects," "intends," "plans,"
"predicts," "projects," and other similar expressions. The Company's
expectations, beliefs and projections are expressed in good faith and are
believed by the Company to have a reasonable basis, including without
limitation, management's examination of historical operating trends, data
contained in the Company's records and other data available from third parties,
but there can be no assurance that management's expectations, beliefs or
projections will result or be achieved or accomplished.


                              BUSINESS COMBINATION

Effective October 1, 1998, the Company, through its wholly-owned subsidiary,
Autocam France SARL ("AF"), a French limited liability company, acquired the
rights to all the outstanding common shares of Compagnie Financiere du Leman SA
("CFL"), a French holding corporation, which owns all of the equity interest of
Frank & Pignard SA, a French corporation ("F&P") for 300 million French Francs
("FF"). The Company has agreed to pay a maximum additional amount of FF60
million based upon the ability of F&P to meet certain predetermined operating
performance goals in 1999.

F&P, located in Cluses, France, is a leading manufacturer of precision-machined
metal components consisting primarily of power steering, diesel fuel injection
and braking system components to leading global automotive manufacturers and
their tier-one suppliers. Through the stock purchase, which was accounted for
under the purchase method of accounting, AF acquired all the operating assets of
F&P, which includes its machinery and equipment and leases of the manufacturing
facilities, and assumed all its liabilities, including $20 million in bank debt.

The purchase price was financed through a $140 million credit facility with the
Company's primary lending institution, as agent (the "Agreement"), which
includes a $70 million five-year revolving credit facility, a FF281 million ($50
million) five-year acquisition term note used directly to fund the purchase of
F&P, and a FF112 million ($20 million) six-year term note used to refinance
existing F&P debt.





                                       13
<PAGE>   14


                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
                                DECEMBER 31, 1998



                              RESULTS OF OPERATIONS

The following table presents, for the periods indicated, the components of the
Company's Consolidated Statements of Operations as a percentage of sales:

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED         SIX MONTHS ENDED
                                            DECEMBER 31,              DECEMBER 31,
                                        --------------------      --------------------
                                         1998         1997         1998         1997
                                        -------      -------      -------      -------
<S>                                     <C>          <C>          <C>          <C>   
Sales                                     100.0%       100.0%       100.0%       100.0%
Cost of sales                              84.0%        75.6%        84.5%        77.8%
                                        -------      -------      -------      -------
Gross profit                               16.0%        24.4%        15.5%        22.2%
Selling, general and administrative         5.0%         6.3%         5.7%         6.1%
                                        -------      -------      -------      -------
Income from operations                     11.0%        18.1%         9.8%        16.1%
Interest and other expense, net             4.2%         3.0%         4.0%         3.2%
Minority interest in net income              .3%          .4%
                                                     -------      -------      -------
Income before tax provision                 6.5%        15.1%         5.4%        12.9%
Tax provision                               2.6%         5.5%         2.5%         4.6%
                                        -------      -------      -------      -------
Net income                                  3.9%         9.6%         2.9%         8.3%
                                        =======      =======      =======      =======
</TABLE>

SALES

The following table indicates the Company's sales (in thousands) and percentage
of total sales by product application for the three- and six-month periods ended
December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                           FOR THE THREE MONTHS ENDED DECEMBER 31,            FOR THE SIX MONTHS ENDED DECEMBER 31,
                         --------------------------------------------      --------------------------------------------
                                 1998                    1997                     1998                     1997
                         -------------------      -------------------      -------------------      -------------------
<S>                      <C>            <C>       <C>            <C>       <C>            <C>       <C>            <C>  
Transportation:
  Fuel systems           $24,266        44.6%     $12,610        57.9%     $40,083        51.1%     $22,781        58.1%
  Power steering
   systems                16,899        31.1       16,899        21.6
  Braking systems          5,719        10.5        4,035        18.5        9,756        12.4        8,078        20.6
  Other                    3,735         6.8          466         2.1        4,881         6.2          894         2.3
                         -------     -------      -------     -------      -------     -------      -------     -------
Total transportation      50,619        93.0       17,111        78.5       71,619        91.3       31,753        81.0

Medical devices            2,929         5.4        2,453        11.3        5,397         6.9        4,323        11.0
Computer electronics         207          .4        1,950         8.9          217          .3        2,620         6.7
Other                        650         1.2          281         1.3        1,191         1.5          528         1.3
</TABLE>




                                       14
<PAGE>   15


                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
                                DECEMBER 31, 1998



SALES - CONCLUDED

Sales of components for fuel system applications were $24,266,000 and
$40,083,000 for the three and six months ended December 31, 1998, respectively,
representing increases of 92% and 76%, respectively, from sales of the same
periods in the prior year. The Company gained market share through the
acquisitions of F&P and a controlling interest in Qualipart Industria E
Comercio, Ltda. ("Qualipart"), subsequently renamed, Autocam do Brasil Usinagem,
Ltda. ("Autocam do Brasil") in January 1998. These subsidiaries generated sales
of diesel fuel injection components totaling $8,259,000 and $11,349,000 during
the three and six months ended December 31, 1998. Additionally, one of the
Company's largest fuel systems customers embarked on a new fuel injector program
subsequent to the first quarter of fiscal 1998 and two others increased demand
for components for their new injector programs during the first quarter of
fiscal 1999 relative to the same period in fiscal 1998. Together, these positive
factors added $3,967,000 and $6,610,000 in sales for the three and six months
ended December 31, 1998, respectively, versus the same respective periods in
fiscal 1998, which more than offset the negative sales impact associated with
the loss of sales of mature product caused by the July 1998 strike at General
Motors Corporation.

The Company's acquisition of F&P added power steering system components to the
Company's product offerings, and the acquisitions of F&P and Autocam do Brasil
resulted in additional sales of braking and other transportation system
components. All sales of power steering components are to European-based
customers through F&P.

Sales of medical device components were $2,929,000 and $5,397,000 for the three
and six months ended December 31, 1998, respectively, representing increases of
19% and 25%, respectively, as compared to the same period in the prior year. The
three- and six-month sales reported for fiscal 1999 include a cancellation
charge received from a significant coronary stent customer totaling $1,189,000.
This cancellation charge was negotiated with the intent to offset the cost of
underutilized labor and equipment left idle by the cessation of business with
this customer.

Sales of components for computer electronic applications declined $1,743,000 and
$2,403,000 when comparing the three- and six-month periods ended December 31,
1998 to the same periods in fiscal 1998. During the three and six months ended
December 31, 1997, the Company produced and sold key components used in computer
microprocessor subassemblies and specialty metal fasteners used in the
manufacture of suspension assemblies for rigid disk drives. The Company had
virtually no sales to this industry during the fiscal 1999 periods presented as
short product life cycles eliminated these components.

The Company expects significant sales growth over the balance of fiscal 1999 due
to incremental sales of $49 million from F&P, and the continued expansion of
fuel system component sales as new injector programs move toward full
production. These sales gains are expected to be partially offset by a decline
in sales of coronary stents of $1,200,000 over the remainder of fiscal 1999
caused by the cancellation of a contract by a stent customer.





                                       15
<PAGE>   16


                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
                                DECEMBER 31, 1998



GROSS PROFIT

Gross profit percentages fell 8.4% and 6.7% (as a percentage of sales) for the
three and six months ended December 31, 1998, respectively, versus the same
respective periods in fiscal 1998. The three- and six-month declines can be
attributed to the following factors:

o    F&P generated a lower gross profit percentage than that historically
     generated by the Company which reduced the gross margin percentages by 2.8%
     and 1.3% (as a percentage of sales) when comparing the three and six month
     periods of fiscal 1999 to those of fiscal 1998, respectively.

o    There has been a fundamental shift in the mix of sales by the Company's
     U.S. operations. In certain instances, customers have phased out mature
     products as they change from old to new generation fuel and braking
     systems. The Company historically experiences lower margins on new program
     start-ups until its continuous improvement efforts can improve
     manufacturing efficiencies and reduce waste. The Company was involved in
     five major program start-ups during the six months ended December 31, 1998.

o    The Company expected to begin production on a new braking system program
     for its largest customer in the summer of 1998. The program was delayed
     until the third quarter of fiscal 1999; however, the Company had the
     necessary labor and equipment resources in place as of July 1998. Such
     resources were underutilized during the six-month period ended December 31,
     1998.

o    The Company experienced manufacturing difficulties resulting from the
     transfer of production for a key customer of its Brazilian operation to one
     of its U.S. facilities. The customer expedited the timetable for this
     transfer of production, which caused the Company to incur significantly
     more start-up costs than originally anticipated depressing the Company's
     overall gross profit percentage by a minimum of 1% (as a percentage of
     sales) for both fiscal 1999 periods presented when comparing to the same
     periods in fiscal 1998.

Gross profit for the six months ended December 31, 1998 was also negatively
impacted by labor work stoppages at the Company's largest fuel system customer's
facilities. Direct and indirect sales to that customer were lower than expected,
and the Company's ability to reduce costs, particularly labor, was largely
dictated by the West Michigan market for skilled machinists. With an area
unemployment rate of 2-3%, management concluded that laying off quality
machinists in answer to a short-term demand decline would adversely affect the
Company's ability to attain future growth objectives if it were unable to retain
its skilled labor base.




                                       16
<PAGE>   17

                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
                                DECEMBER 31, 1998



GROSS PROFIT - CONCLUDED

Management expects that gross profit, as a percentage of sales, for the
remainder of the fiscal year should approximate levels experienced during the
quarter ended December 31, 1998. Over the next six months, management expects
the growth in demand for new fuel systems program components should allow for
improved labor and equipment utilization typically gained through continuous
improvement activities, thereby improving gross profit. However, the benefit of
these improvement plans will be offset by the loss in margin expected from a
reduction in coronary stent sales. Such products tend to generate margins higher
than those typically experienced by the sale of components to the transportation
industry.

In fiscal 2000, management expects continued improvement in gross profit through
the implementation of its production and inventory control systems at its
foreign operations, which it expects will significantly improve labor and
equipment productivity.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses, as a percentage of sales, were 5%
and 5.7% for the three and six months ended December 31, 1998 versus 6.3% and
6.1% of sales for the respective periods in fiscal 1998. These expenses
decreased as a percentage of sales due to the inclusion of F&P's operating
results in the Company's statements of operations. F&P's selling, general and
administrative expenses have historically approximated 4% of sales. Management
expects that selling, general and administrative expenses, as a percentage of
sales, will approximate fiscal 1999 second quarter levels during the remainder
of fiscal 1999.


INTEREST AND OTHER EXPENSE, NET

Net interest and other expense for the three and six months ended December 31,
1998 increased $1,657,000 and $1,839,000, respectively, from the same respective
periods in the previous year. This increase is due primarily to an increase in
average borrowings outstanding during the fiscal 1999 periods presented caused
by the acquisitions of Autocam do Brasil for $7.5 million and F&P for $73
million, including $20 million in bank debt assumed on the acquisition date.

Management anticipates that interest and other expense over the next six months
will approximate $2.8-$3.0 million each quarter. The increase in expense can be
attributed to the increase in bank borrowings as a result of the Autocam do
Brasil and F&P acquisitions and the financing of planned capital expenditures.




                                       17
<PAGE>   18

                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
                                DECEMBER 31, 1998



TAX PROVISION

Income taxes as a percentage of income before tax provision and minority
interest were 38.2% and 36.1% for the three months ended December 31, 1998 and
1997, respectively, and 42.6% and 35.8% for the six months ended December 31,
1998 and 1997, respectively. The effective tax rates for the fiscal 1999 periods
presented exceeded the statutory rate due in part to France's higher Federal
statutory rate of 41.67%. Additionally, the effective tax rate for the six
months ended December 31, 1998 was higher than the U.S. Federal statutory rate
due to the recognition of $265,000 in Federal income tax expense caused by the
dissolution of the Company's interest-charge Domestic International Sales
Corporation.

Effective January 1, 1999, the French government lowered the French Federal
statutory income tax rate to 40%. As a result, the Company expects to recognize
a tax benefit through the reduction of F&P's deferred tax liability, thereby
lowering the Company's overall effective tax rate to approximately 32% over the
remainder of the current fiscal year.


                         LIQUIDITY AND CAPITAL RESOURCES

Management believes that the Company has adequate credit facilities and cash
available to meet its working capital and capital expenditure needs for the
foreseeable future. The Agreement includes a $70 million five-year revolving
credit facility, a $50 million five-year acquisition term note and a $20 million
six-year term note. In connection therewith, all of the Company's existing bank
debt was refinanced using the $70 million revolving credit facility. The Company
has $14.2 million in borrowing availability under the revolving credit facility
as of December 31, 1998. Principal obligations due under the revolving credit
facility are due at the expiration of the facility. Principal obligations under
the $50 million and $20 million term notes are as follows:

<TABLE>
<CAPTION>
In thousands                               $50 MILLION NOTE       $20 MILLION NOTE
                                           ----------------       ----------------
<S>                                        <C>                    <C>
     Fiscal 2000                              $  5,000
     Fiscal 2001                                12,500
     Fiscal 2002                                15,000
     Fiscal 2003                                15,000
     Fiscal 2004                                 2,763                 $12,500
     Thereafter                                                          7,507
                                              --------                 -------
     Total                                    $ 50,263                 $20,007
                                              ========                 =======
</TABLE>

Interest is due monthly on all facilities under the Agreement at variable
interest rates. The Agreement includes certain covenants requiring the Company
to maintain minimum levels of tangible net worth and prohibits the Company from
exceeding certain leverage ratios.

New equipment placed into service and deposits paid on future equipment
purchases during the six months ended December 31, 1998 totaling $13.7 million
were financed primarily through operating cash flows and borrowings under the
Company's revolving credit facility.



                                       18
<PAGE>   19


                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
                                DECEMBER 31, 1998



                   LIQUIDITY AND CAPITAL RESOURCES - CONCLUDED

In order to meet demand primarily from transportation customers, management will
purchase $15.6 million of equipment over the next six months (on which deposits
of $3.4 million had been placed as of December 31, 1998). Management expects to
finance these purchases with cash on hand, restricted cash and equivalents,
operating cash flows, operating leases and bank borrowings under its new credit
facility. Additionally, certain of the aforementioned capital expenditure
requirements will be required by the Company's Brazilian operations.
Approximately $3.5 million of this investment is expected to be financed through
capital contributions by Autocam do Brasil's minority shareholder.


                            IMPACT OF YEAR 2000 ISSUE

The Company recognizes the importance of the Year 2000 issue and has been giving
high priority to it. In July 1998, the Company created a Year 2000 project team
to supervise a comprehensive risk-based assessment of the Company's Year 2000
readiness. The team's objective is to insure an uninterrupted transition into
the Year 2000. The scope of the Year 2000 readiness effort includes software,
hardware, electronic data interchange, manufacturing and lab equipment,
environmental and safety systems, facilities, utilities and supplier readiness.
Since the Company makes predominate use of recent operating versions of packaged
computer applications in its business and believes such applications to be Year
2000 compliant, management considers the risk of a material adverse effect on
the operations of the Company to be remote. As of December 31, 1998, the Company
had spent $10,000 in connection with the planned assessment.

The Company is utilizing both internal and external resources to remediate and
test all applications and computer, manufacturing and facilities equipment that
may be adversely impacted by Year 2000 issues. Evaluation of the most serious
Year 2000 compliance issues for information systems resident in United States
facilities was completed in January 1999 and is expected to be completed for
foreign facilities by July 1999. Management expects to complete its assessment,
employing an outside consultant to assist therein, during the third and fourth
quarters of fiscal 1999 at an additional cost not expected to exceed $50,000.
Costs to test and remediate its systems, if any, are not expected to exceed
$200,000.

In addition to internal Year 2000 software and equipment remediation activities,
the Company has contacted its key suppliers and all its electronic commerce
customers to assess their compliance. There can be no absolute assurances that
there will not be a material adverse effect on the Company if third parties do
not convert their systems in a timely manner and in a way that is compatible
with the Company's systems. The Company believes that its diligent actions with
suppliers and customers will minimize these risks. In any event, the Company
believes that it has adequate back-up manual and contingency systems in place
that will allow it to ship its primary products and invoice its customers in the
unlikely event that its assessment, testing and remediation efforts do not
detect a materially adverse Year 2000 compliance problem in its software or
equipment or with its suppliers or customers.




                                       19
<PAGE>   20

                               AUTOCAM CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
                                DECEMBER 31, 1998



                      IMPACT OF YEAR 2000 ISSUE - CONCLUDED

The Company's current estimates of the amount of time and costs necessary to
remediate and test its computer systems are based on the facts and circumstances
existing at this time. The estimates were derived utilizing multiple assumptions
of future events including the continued availability of certain resources,
third-party modification plans and implementation success, and other factors.
New developments may occur that could affect the Company's estimates of the
amount of time and costs necessary to modify and test its systems for Year 2000
compliance. These developments include, but are not limited to, (i) the
availability and cost of personnel trained in this area, (ii) the ability to
locate and correct all relevant computer code and equipment, and (iii) the
planning and modification success attained by the Company's suppliers and
customers.


                          FOREIGN CURRENCY TRANSACTIONS

In January 1999, the Brazilian government permitted its currency to trade freely
against the U.S. Dollar, resulting in a significant devaluation of the Real
versus the U.S. Dollar. Between November 30, 1998 (Autocam do Brasil's fiscal
quarter end) and February 8, 1999, the total devaluation was 59%. Since the
Brazilian economy is not considered to be hyperinflationary (as defined by U.S.
generally accepted accounting principles), the Company expects no materially
negative impact on its future earnings; however, the devaluation will impair the
book value of net assets employed by Autocam do Brasil and it will negatively
impact comprehensive income. If the Brazilian economy were to lapse into a
hyperinflationary cycle, a material weakening of the Real versus the U.S. Dollar
could have an impact on the earnings of the Company.

On January 1, 1999, eleven of fifteen member countries of the European Union
established fixed conversion rates between their existing currencies ("legacy
currencies") and adopted the Euro as their new common currency. The Euro will
trade on currency exchanges and the legacy currencies will remain legal tender
in the participating countries for a transition period between January 1, 1999
and January 1, 2002. Beginning on January 1, 2002, Euro denominated bills and
coins will be issued and legacy currencies will be withdrawn from circulation.
The Company has established plans to assess and address the potential impact to
its French operations that may result from the Euro conversion. These issues
include, but are not limited to, (1) the technical challenges to adapt
information systems to accommodate Euro transactions, (2) the impact on currency
exchange rate risks, (3) the impact on existing contracts, and (4) tax and
accounting implications. The Company expects that the Euro conversion will not
have a material adverse impact on its financial condition or results of
operations.




                                       20
<PAGE>   21

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:  February 12, 1999


                                             Autocam Corporation
                                             -------------------

                                             /s/ John C. Kennedy        
                                             -----------------------------------
                                             John C. Kennedy
                                                  Principal Executive Officer

                                             /s/ Warren A. Veltman      
                                             -----------------------------------
                                             Warren A. Veltman
                                                  Principal Financial and
                                                  Accounting Officer



                                       21
<PAGE>   22
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
  NO.              DESCRIPTION
-------            -----------
<S>                <C>
Exhibit 10.1       Second Amended and Restated Revolving Credit and Term Note 
                   Agreement, dated November 12, 1998, between Comerica Bank, as
                   agent, and the Registrant.

Exhibit 27         Financial Data Schedule
</TABLE>